Definitions
"Shyper" or "We" refers to 6283152 Canada Inc. DBA Shyper Communications, its
subsidiaries and affiliates.
"Service" refers to the services provided by Shyper and subscribed to by you
(the customer) and may include, but is not limited to Website Hosting, Web Site
Design, Domain Name Registration/Transfers, Reseller services, and
Consultation.
"You" refers to the person or organization who uses or subscribes to Shyper’s
Services.
General
This Agreement sets forth the Terms and Conditions that apply to use of the
Service by you. By using the Service, you agree to comply with all of the Terms
and Conditions set out in this document.
We shall have the right, at any time, to change or modify the Terms and
Conditions applicable to your use of the Services, or any part thereof, or to
impose new conditions, including, but not limited to, adding fees and charges
for use. Such changes, modifications, additions or deletions shall be effective
immediately upon notice by us, which may be given by any means including, but
not limited to, posting on our website, or by electronic or conventional mail.
Any use of the Services by you after such notice shall be deemed to constitute
acceptance by you of such changes, modifications or additions.
Our Services are provided on the basis of, and are subject to, service,
facility and equipment availability. We reserve the right not to provide one or
more Services where necessary facilities, equipment or services are not
available for any reason whatsoever.
Term and Termination
The Service is for an initial term as agreed between us and shall
automatically renew at the end of the initial Term on a month-to-month basis
unless terminated by either party in accordance with these Terms and
Conditions.
If you are dissatisfied with our service, or with any of our terms,
conditions, rules, policies, guidelines, or practices in operating the Service,
your sole and exclusive remedy is to terminate your Service agreement with us in
accordance with our cancellation policy and discontinue using the Service. You
must provide us with not less than five (5) days' written notice prior to the
next billing date to advise us of your decision to terminate the Service
agreement. This may be done via Email, Fax or Regular Ground Mail.
No refunds will be given for partial terms or for any initial registration
fee.
We reserve the right to terminate any Service to you immediately and without
notice for cause in the event that you breach this Agreement. We may, at our
sole discretion, suspend your service in lieu of terminating this Agreement
while we investigate the alleged breach of this Agreement.
Your Responsibilities
While using the Service you must comply with applicable laws at all times.
You assume total responsibility and risk for your and your authorized users’ use
of the Service.
You are responsible for paying all charges necessary to use and access the
Service. We will recognize only you as the person authorized to accept, utilize,
manage, modify or terminate the Service.
Service Rates
The prices for the Service are made available on our web site and are subject
to change without notice.
Invoices
We will invoice you based on the term setup (i.e. Monthly, Quarterly,
Semi-Annually, Annually), in advance of the provision of Service, unless
otherwise specified in these Terms and Conditions. The invoice will include, and
you will be responsible for, any applicable provincial and federal taxes, as
well as interest charges on overdue invoices.
You must bring invoice inquiries and disputes to our attention within 30 days
of the invoice date and failure to do so will be deemed to be an admission that
the entire contents of the invoice are accurate.
Software
Your use of the software provided by us, including any updates, new editions
or versions issued by us from time to time, shall be subject to any terms and
conditions that apply to the use of such software and included in the software
package provided by us.
End User
You warrant that you are the end user of the software and the Internet
Service provided under this Agreement.
Term
The initial term for the Service shall be for one (1) month. You may be
required to commit to a longer term and pricing discounts may be made available
to you for such longer-term commitment. At the end of the initial term, accounts
automatically renew on a month-to-month basis unless terminated by either of us
in accordance with these Terms and Conditions.
Invoices and Payment Terms
We may send invoices to you by mail, e-mail or fax, and you agree to accept
these as our duly issued invoices.
Cancellation of Account
Accounts may be cancelled within the first 30 days of sign up (including the
date of sign-up) upon written notice delivered and received by us. Upon receipt
of the notice of cancellation of account within the first 30 days, a full refund
(excluding setup and domain registration/transfer fees) will be issued to you
and your account will be cancelled immediately.
In case of an annual, semi annual or quarterly account that is cancelled
after the 30-day money-back guarantee period, no refund will be issued to
you.
After the first 30 days, accounts may be cancelled upon written notice
delivered and received by us. Accounts that are paid for on a monthly basis will
be set to expire on the next billing date.
Payment Terms
Invoices are due on the date specified on the invoice. Interest will accrue
on unpaid amounts as and from 30 days after the invoice date at the rate of
1.63% per month (19.56% per annum), or such other rate as we may determine from
time to time. Payment shall be made by credit card (Visa, MasterCard, or
American Express), PayPal, and in some rare cases money order, or cheque. Should
a payment be rejected by your financial institution for any reason, you will be
charged a fee of $25.00.
Should you choose to pay invoices by any method other than by monthly credit
card charges you may be subject to a credit check. We reserve the right to
examine your credit record before we provide, continue or reinstate Services to
you. You authorize us to investigate your creditworthiness and agree, from time
to time, to provide appropriate authorizations and financial information as we
may reasonably request for this purpose.
Service Interruption
We may suspend the Service at any time for any duration of time, without
penalty or liability to ourselves, where necessary. You agree that it may be
necessary for us to temporarily suspend our Service for technical reasons or to
maintain our network, equipment or facilities. We shall not bear any liability
whatsoever for: (i) any such suspensions of Service; (ii) the termination of
Service pursuant to these Terms and Conditions; (iii) suspension or termination
of Service due to your non-payment of amounts or deposits due; (iv) suspension
or termination of Service due to your unlawful or improper use of facilities or
Service by you; (v) your inability to access any Services; or (vi) suspension or
termination of the Service for any other reason at our sole discretion.
Limitation of Liability
The Service is provided on an "as is" and "as available" basis and use of the
Service is at your own risk. We make no representations or warranties
whatsoever, either express or implied, with respect to the Service or any
service, merchandise or information provided through the Service, including
without limitation any representation or warranty with respect to the network
transmission capacity of any common carriers used by us or the accuracy or
quality of the Service. There is no warranty of title, non-infringement nor any
implied warranty of merchantability or fitness for a particular purpose. It is
solely your and your authorized users' responsibility to evaluate the accuracy,
completeness and usefulness of all opinions, advice, services and other
information and the quality and merchantability of the Service and all
merchandise and services provided through the Service generally.
Neither we nor our suppliers warrant that the Service will be uninterrupted
or error free.
Without limiting the generality of the foregoing, we and our suppliers, and
our respective directors, officers and employees (collectively, in this
paragraph, "Shyper"), are not responsible or liable to you or third parties for
any claim, loss, damages, liability or expenses you or others may suffer or
incur as a result of, arising out of, or in any way connected with the Service,
or any use of it or interruption in it, whether through act or omission,
negligence or otherwise, and whether direct or indirect. Without limitation,
Shyper is not liable for any incidental, special, consequential, punitive,
aggravated or exemplary damages, or loss of use, data, business, income or
profits, even if Shyper has been advised of the possibility of such claim, loss,
damages, liability or expenses by you or others. You assume all responsibility
and liability with respect to mistakes, omissions, interruptions, errors,
defects, delays in operation or transmission, or any failure of performance. The
limitations on liability contained in this Agreement shall survive the
termination of this Agreement. Without limiting the generality of the foregoing,
in no circumstances shall our liability to you exceed one (1) month's user
fee.
Your Indemnification of Shyper
You shall indemnify and hold us and our directors, officers and employees
harmless against all claims, loss, damages, liability or expenses that we and/or
they may suffer or incur, directly or indirectly, arising out of, resulting from
or in connection with your use of the Service. Indemnification includes, but is
not limited to, claims by third parties, the installation, maintenance, and
removal of any and all equipment, the violation by you of the Agreement in force
from time to time, and legal fees, disbursements and all other reasonable costs
incurred by us in connection with any legal, collection or other proceedings
brought by us against you related to this Agreement.
Relationship
The relationship between us constitutes that of independent contractors. You
do not possess, nor are you able to distinguish yourself as having, any
authority to act for or create any obligation of, or make any representation on
behalf of or in our name. You shall not use, in any manner or circumstance
whatsoever, trademarks, trade names, logos or designs owned or licensed by
us.
Enurement/Assignment
These Terms and Conditions are binding upon, and shall enure to, our benefit
and that of our respective successors, heirs, executors, administrators,
personal representatives and permitted assigns. You shall not assign or transfer
your rights or obligations hereunder or otherwise in respect of the Service
without our prior written consent.
Force Majeure
Neither of us shall be liable for any delay, interruption or failure in the
performance of our obligations if caused by acts of God, declared or undeclared
war, fire, flood, storm, slide, earthquake, power failure, the inability to
obtain equipment, supplies or other facilities that are not caused by a failure
to pay, labour disputes, or other similar events beyond the control of the party
affected that may prevent or delay such performance. If any such act or event
occurs or is likely to occur, the party affected shall promptly notify the
other, giving the particulars of the event. The party so affected shall use
reasonable efforts to eliminate or remedy the event.
Unenforceable Provisions
If any part of these Terms and Conditions is found to be invalid or
unenforceable under applicable law, such part shall be ineffective to the extent
of such invalid or unenforceable part only, without in any way affecting the
remaining parts of these Terms and Conditions.
Governing Law
The rights and obligations of the parties pursuant to these Terms and
Conditions is governed by, and shall be construed in accordance with, the laws
of British Columbia and the Federal laws of Canada applicable in said
Province.
You may be subject to other local, provincial/state and national laws. You
hereby irrevocably submit to the exclusive jurisdiction of the Courts of the
Province of British Columbia for any dispute arising under or relating to this
Agreement and waive your right to institute legal proceedings in any other
jurisdiction. We shall be entitled to institute legal proceedings in connection
with any matter arising under this Agreement in any jurisdiction where you
reside, do business or have assets.
Waiver
No waiver of any of the provisions of these Terms and Conditions shall be
deemed to constitute a waiver of any other provision nor shall such a waiver
constitute a continuing waiver unless otherwise expressly provided in writing
duly executed by the party to be bound thereby.
Entire Agreement
These Terms and Conditions represent the complete Agreement and understanding
between us with respect to the Service and supersede any other written or oral
agreement. |
